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DocuSign Envelope ID: 06CC5756-85D6-4B22-92FD-F6421337EFD7 <br />12.1 Rights and Remedies <br />The rights and remedies of the Parties to the Agreement are in addition to any other <br />rights and remedies provided by law, except as otherwise provided in this Agreement. <br />12.2 No Third Party Rights <br />This Agreement is solely for the benefit of the Parties and gives no right to any other <br />party. Nothing in this Agreement, whether express or implied, is intended to confer any <br />rights or remedies under or by reason of this Agreement on any persons other than the <br />Parties. <br />12.3 Binding on Successors <br />All of the terms, provisions and conditions of this Agreement are binding upon and inure <br />to the benefit of the Parties and their respective successors, permitted assigns, and <br />legal representatives. <br />12.4 Compliance with Laws <br />The City will comply, and to the best of its ability will ensure, that its employees, agents, <br />consultants and representatives comply with all federal, state, and local law, regulations, <br />and ordinances applicable to the work and services to be performed. The work <br />performed by the City under this Agreement and all supplements must comply with all <br />applicable public works and procurement laws and regulations, including, but not limited <br />to, applicable public works and procurements laws and regulations, bonding, prevailing <br />wage, nondiscrimination, retainage, insurance, and workers compensation <br />requirements. <br />12.5 Governing Law and Venue <br />This Agreement is governed by, and construed and enforced in accordance with, the <br />laws of the State of Washington. Any legal action brought resulting from this Agreement <br />must be brought in the Superior Court of Snohomish County. <br />12.6 No Employee Relationship <br />In performing work and services hereunder, the City and its employees, agents, <br />consultants and representatives are acting as independent contractors and are not <br />deemed or construed to be employees or agents of Sound Transit in any manner <br />whatsoever. No employee or any party shall hold him/herself out as, or claim to be an <br />officer or employee of the other Party by reason of this Agreement and shall not make <br />any claim, demand, or application to or for any right or privilege applicable to an officer <br />or employee of the other Party. Each Party shall be solely responsible for any claims for <br />wages or compensation by its employees, agents, and representatives, including <br />consultants and shall hold the other Party harmless therefrom. <br />12.7 Notice <br />All notices or requests required or permitted under this Agreement must be in writing; <br />personally delivered or sent by certified mail, return receipt requested, postage prepaid, <br />or by facsimile transmission (including email) and will be deemed received three <br />business days after the day it was mailed or on the day it is delivered, emailed, or faxed <br />GA 0127-20 Page 11 of 24 <br />